Everyday Finance dac v Woods & anor

Factual and Procedural Background

This opinion concerns an application in Summary Summons proceedings brought by the Plaintiff to recover a debt of just over €4 million alleged to be due under one or more loan facilities originally advanced by Allied Irish Banks plc to the Defendants. The Plaintiff claims to be the successor in title to Allied Irish Banks by virtue of a Deed of Transfer dated 2nd August 2018, as amended by a Deed of Amendment dated 22nd October 2018, with notice of the assignment given to the Defendants on 8th August 2018. The Defendants dispute both the Plaintiff’s entitlement to demand payment and the Plaintiff’s title to sue, relying on an arrangement reached with Allied Irish Banks in 2010 regarding the conduct of the loan accounts, which they assert they have fully honoured.

The Defendants contend that Allied Irish Banks lacked contractual entitlement to assign the loans or the underlying security and question the effectiveness of the Deed of Transfer and the subsequent Deed of Amendment. The Plaintiff seeks an order under Order 31, Rule 18 for production of certain documents referred to in the indorsement of claim to support its application for summary judgment.

Legal Issues Presented

1. Whether the Plaintiff is entitled to an order under Order 31, Rule 18 to produce specific documents referred to in the indorsement of claim in the Summary Summons proceedings.
2. Whether the documents sought are necessary for disposing fairly of the cause or matter or for saving costs, as required by Order 31, Rule 18(2).
3. Whether the Plaintiff’s title to sue the Defendants as successor in title to Allied Irish Banks is properly evidenced by the Deed of Transfer and Deed of Amendment.
4. The extent to which redactions to the Deed of Transfer and Deed of Amendment are permissible in light of commercial sensitivity and the Defendants’ right to inspect relevant parts evidencing the assignment.
5. The appropriate costs order relating to a mediation motion rendered moot by the Plaintiff’s agreement to mediate after the motion was issued.

Arguments of the Parties

Plaintiff's Arguments

• The Plaintiff relies on the Deed of Transfer and Deed of Amendment as evidencing its title to sue as successor in title to Allied Irish Banks.
• The Plaintiff does not rely on the mortgage dated 11th August 2005 or the guarantee of 2005 given by the Defendants’ wives in advancing its claim.
• The Plaintiff has provided the terms and conditions dated 4th February 2008, which the Defendants signed, and thus no order for further production is necessary for those documents.
• Redactions to the Deeds of Transfer and Amendment are justified on grounds of commercial sensitivity and privacy, with only relevant parts evidencing assignment being necessary to disclose.
• The Plaintiff undertook to provide a further copy of the Deed of Transfer with definitions unredacted and an affidavit confirming those definitions to address concerns about completeness.
• The Plaintiff argues that the Defendants have not demonstrated a sufficient basis to require unredacted disclosure beyond the relevant assignment provisions.
• The Plaintiff contends that costs of the mediation motion should be costs in the cause.

Defendants' Arguments

• The Defendants vehemently dispute the Plaintiff’s entitlement to demand payment, relying on a 2010 arrangement with Allied Irish Banks that they claim they have honoured.
• The Defendants dispute the Plaintiff’s title to sue, questioning the contractual validity of the loan assignment and the effectiveness of the Deed of Transfer and Amendment.
• The Defendants seek production of the mortgage dated 11th August 2005 and the guarantee of 2005, asserting potential relevance to their defence despite the Plaintiff not relying on them.
• The Defendants request unredacted versions of the Deeds of Transfer and Amendment, suggesting that redacted portions might undermine the Plaintiff’s title to sue.
• The Defendants argue they should be entitled to costs of the mediation motion, as the Plaintiff only agreed to mediate after the motion was brought.

Table of Precedents Cited

Court's Reasoning and Analysis

The Court began by outlining the legal test under Order 31, Rule 18(2), which requires that document production must be necessary either for disposing fairly of the cause or for saving costs. The party seeking inspection bears the burden of demonstrating necessity, particularly that the document will provide a litigious advantage and that the information is not otherwise available.

Regarding the mortgage dated 11th August 2005 and the 2005 guarantee, the Court found these documents irrelevant to the Plaintiff’s claim, as the Plaintiff did not rely on them and the Defendants’ defence centered on a 2010 arrangement unrelated to these documents. Requests for these documents were refused due to lack of necessity.

The terms and conditions dated 4th February 2008 had already been provided, negating the need for further orders.

The Court recognized the Defendants’ contestation of the Plaintiff’s title to sue and held that the relevant parts of the Deed of Transfer and Deed of Amendment evidencing assignment must be produced. However, consistent with established case law, the Court permitted redactions for commercial sensitivity and privacy, requiring only the unredaction of relevant assignment provisions and necessary definitions to fairly dispose of the matter.

The Court reviewed precedent affirming that unredacted documents should only be produced upon concrete, non-speculative grounds. The Defendants’ requests for full unredaction were rejected as speculative and insufficient to meet the legal test.

The Plaintiff’s undertaking to provide a further affidavit and unredacted definitions was noted as potentially addressing the Defendants’ concerns. The Court adjourned the reliefs concerning the Deeds of Transfer and Amendment to allow this.

Regarding the Statements of Account, the Court noted that incomplete accounts had been provided, but no formal request for the missing pages had been made under Order 31. The Court emphasized fairness in debt proceedings but declined to make an order absent proper notice.

The Court also declined to order production of a Power of Attorney, as it was not referred to in the indorsement of claim and thus not subject to Order 31, Rule 18.

Finally, on costs related to the mediation motion, the Court balanced the competing interests and ordered that the Defendants’ costs of the motion be costs in the cause, preventing the Plaintiff from recovering those costs regardless of the outcome.

Holding and Implications

The Court GRANTED IN PART AND REFUSED IN PART the Plaintiff’s application under Order 31, Rule 18 for production of documents.

The Court refused production of the mortgage dated 11th August 2005 and the 2005 guarantee, as these were not necessary to dispose fairly of the matter. The terms and conditions dated 4th February 2008 had been properly produced and required no further order.

The Court ordered production of the relevant parts of the Deed of Transfer and Deed of Amendment evidencing the assignment of the loans and security, with permitted redactions for commercial sensitivity, but required unredaction of necessary definitions and operative clauses to ensure fairness.

The Court adjourned the relief concerning these deeds to allow the Plaintiff to provide further affidavit evidence and unredacted definitions.

The Court declined to order production of incomplete Statements of Account absent proper procedural notice and refused to order production of a Power of Attorney not referred to in the pleadings.

Regarding costs of the mediation motion, the Court ordered that the Defendants’ costs be costs in the cause, ensuring neither party recovers those costs independently of the final outcome.

No new precedent was established; the decision applies existing principles regarding document production, redactions, and procedural fairness in summary summons debt recovery proceedings.